xelr8_8k.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  February 26, 2009
 
 
XELR8 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
000-50875
 
84-1575085
(State of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
480 South Holly Street
Denver, CO 80246
(Address of principal executive offices, including zip code)
 
(303) 316-8577
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 
 
Item 3.01  
 
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
On February 26, 2009, the Exchange Qualifications Panel (the "Panel")  of NYSE Alternext US LLC (the "Exchange") denied the Company’s appeal of the determination of the Listing Qualifications staff, and affirmed the Staff’s determination to delist the common stock and common stock warrants of the Company.  Specifically, the Exchange staff determined that the Company was not in compliance with Section 1009(d) of the Company Guide relating to shareholder equity.
 
The Exchange will strike the common stock and common stock warrants from the Alternext Exchange before trading commences on March 9, 2009.
 
The Company will seek to list its common stock on the OTC Bulletin Board.
 
Item 8.01 Other Events
 
    On February 19, 2009 the Company issued two press release in connection with its retention of DME Capital to head investor relations and our expanded affiliation with a major Medical Center, copies of which has been filed herewith.
 
Item 9.01    Financial Statements and Exhibits
   
(d)  Exhibits
   
99.1 Press Release – XELR8 Holdings Loses Appeal at NYSE Alternext
   
   
   
 
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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
 
 
Dated:  March 3, 2009
XELR8 HOLDINGS, INC.
 
 
By:  /s/ John D. Pougnet                                                                           
       John D. Pougnet
       Chief Executive Officer & Chief Financial Officer